Preparation is not about making the practice appear perfect. It is about presenting reliable information, resolving avoidable uncertainty and deciding what you need from the transaction before negotiations begin.
1. Define your personal outcome
Write down your preferred timing, minimum financial needs, desired role after completion and non-negotiables for clients, staff, location or service. Decide whether you want a full exit, a phased step-back, a merger or the sale of only part of the fee base.
2. Separate recurring and non-recurring income
Prepare a credible analysis of gross recurring fees by service and client. Reconcile it to billing records and accounts. Explain unusual projects, low-frequency work, discounts and fees that have not been reviewed for several years.
3. Make maintainable profit understandable
Buyers need to estimate future earnings under their ownership. Identify owner remuneration, personal or discretionary costs, one-off income and expenses, premises changes, under-market salaries and the likely cost of replacing work you currently perform.
4. Review the client base
- largest clients and concentration risk;
- client age, sectors and geography;
- services taken and opportunities for cross-service growth;
- fee recovery, payment method and aged debt;
- engagement letters, records and contact ownership;
- clients likely to need particular reassurance during a handover.
5. Reduce unnecessary owner dependency
Introduce capable team members into important relationships, document recurring processes and make sure knowledge is not held only in your inbox or memory. Buyers value continuity they can see.
6. Prepare your team and systems story
Summarise roles, salaries, length of service, qualifications, working arrangements and responsibilities. Document software, licences, filing standards, workflow, cyber controls and data storage. Do not disclose personal data prematurely.
7. Identify commitments and risks
Gather key contracts, leases, finance arrangements, insurance, regulatory information, complaints, claims and professional matters. Resolve what can be resolved and explain the remainder honestly.
8. Plan the handover
Think about how long you can realistically remain available, which clients you should contact personally, what the buyer will need from you and how staff communications will be sequenced. A credible transition plan can materially improve buyer confidence.
9. Compare the whole offer
Assess upfront and deferred consideration, funding evidence, clawback, security, working capital, premises, staff plans, warranties, your post-sale role and the probability of completion. The highest stated multiple is not automatically the strongest deal.
10. Coordinate your advisers early
Experienced legal, tax and financial advice can prevent avoidable delay. Ask advisers to review the proposed structure and key terms before positions become difficult to change.